Exhibt 10.13

CONFIDENTIAL

                        EMPLOYMENT AGREEMENT

This Retention Bonus and Stock Option Agreement (the  "Agreement")
sets forth the terms of the employment of Joshua N. Wolcott with
Maximum Dynamics, Inc. or one of its affiliates  ("MXDY") commencing
on the 8th of October, 2002.  Mr. Wolcott is referred to in this
Agreement as "you" or "the executive," and MXDY and its affiliates are
referred to collectively as the "Company."  Congratulations on joining
the MXDY team.

  1. Duration.  The term of this Agreement will begin on the 8th of
     October 2002 and end three years later, unless sooner terminated
     (the "Employment Term").

  2. Title.  You will be employed as Chief Financial Officer.  You
     will devote your best efforts and all of your business time,
     attention and skill to the performance of the duties associated
     with this position.  You will report to The Chairman and Chief
     Executive Officer or his/her successor.  You will also perform
     such other duties as The Chairman and Chief Executive Officer or
     his/her successor may in good faith assign to you, which shall
     not be inconsistent with your position with MXDY.  Your principal
     place of employment will be Denver, CO or Colorado Springs, CO.

  3. Compensation.  Your annual base salary will be $102,000, which
     will be paid to you in accordance with MXDY normal payroll
     procedures as set forth in your employment agreement. You will be
     eligible to receive a target bonus equal to 80% of your base
     salary each year with said bonus subject to approval by the Board
     of Directors.  Salary compensation shall commence whenever the
     first of any of the following occurs: Eric Majors begins
     receiving salary compensation OR when the Company receives at
     least $1 million in financing OR when the Company generates its
     first $250,000 in revenue. In addition, to this salary, Employee
     will receive any bonuses, incentives, stock options, or other
     compensated items based upon performance as set forth in sections
     3 and 5. The initial base salary may be increased every 3 months
     at the discretion of the Board of Directors of the Company.

     You will be eligible to participate in the MXDY Stock-Based
     Incentive Plan upon its formation. You will also be eligible for
     an annual option target grant of approximately $500,000 at a
     forty percent discount off of the bid price. Annual option target
     grant shall begin one year from the date of this agreement.
     Additional stock option grants are discretionary and must be
     approved by the Board of Directors of MXDY Inc. on an annual
     basis.  Other than your annual option target grant, MXDY is not
     obligated to make any kind of option grant to you.

  4. Benefits. During your employment, you will be eligible to
     participate in the applicable benefit plans and programs
     generally made available to other MXDY executives of similar
     status, primary place of employment and title to you.  You
     recognize that these plans and programs may change at any time.

  5. Retention Bonus.  You will be eligible for a retention bonus of
     up to $275,400 subject to the terms described below.  One third
     of that amount (i.e., $91,800) will be paid to you only if you
     are employed by MXDY on the first anniversary of the date of this
     Agreement. Another third of that amount will be paid to you only
     if you are employed by MXDY on the second anniversary of the date
     of this Agreement.  And, the last third of that amount will be
     paid to you only if you are employed by MXDY on the third
     anniversary of the date of this Agreement.  All such amounts will
     be paid as soon as reasonably practicable following the
     respective anniversary dates. The amounts may be paid with shares

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     of Common Stock of MXDY. The share price used to convert such
     payment shall be the share price upon the day of payment.

  6. Termination. If your employment is terminated by MXDY without
     "Cause" (as defined below) or you terminate your employment with
     "Good Reason"  (as defined below), MXDY sole obligation to you
     hereunder shall be to pay or provide to you (i) any accrued and
     unpaid base salary earned through the date of termination,  (ii)
     an amount equal to $275,400, less the amount of all payments
     theretofore paid to you pursuant to Section 5 hereof and (iii)
     for the duration of the three-year Employment Term, medical,
     dental and  life  insurance benefits  as if your  employment  had
     not been  terminated;  provided, however,  that if you become
     reemployed with another employer and are eligible to receive
     medical or other welfare  benefits  under another employer-
     provided   plan,  the  medical  and  other  welfare  benefits
     described herein shall be secondary to those provided under such
     other plan during such applicable  period of eligibility.  You
     may terminate your employment for Good Reason only if you provide
     MXDY written notice of such termination   within ninety days of
     the occurrence of Good Reason.

     If your employment with MXDY terminates for "Cause" or you
     terminate without "Good Reason," MXDY sole obligation to you
     hereunder shall be to pay to you any accrued and unpaid base
     salary earned through the date of termination.

     For purposes of this Agreement "Cause" shall mean:
        (i) Your   willful   and   continued   failure to perform
     substantially your duties with MXDY (other than any such failure
     resulting from incapacity due to physical or mental illness)
     which has not been cured within thirty days after a written
     demand for substantial performance is delivered to you by the
     Chief Executive Officer of MXDY which specifically identifies the
     manner in which you have not substantially performed your duties,
     or
       (ii) Your willfully engaging in illegal conduct or gross
     misconduct, which is materially and demonstrably injurious to
     MXDY.

     For purposes of this provision, no act or failure to act on your
     part shall be considered "willful" unless it is done, or omitted
     to be done, by you in bad faith or without reasonable belief that
     your action or omission was in the best interests of MXDY.

     For purposes of this Agreement "Good Reason" shall mean:
        (i)  Your base salary is reduced below $102,000;
        (ii) Your duties and responsibilities as Chief Financial
             Officer are materially and adversely diminished, excluding
             for this purpose an isolated, insubstantial and inadvertent
             action not taken in bad faith and which is remedied by MXDY
             promptly after written notice thereof is given by you to
             MXDY; or
       (iii) You are required to be based at a location more than
             60 miles from the location where your employment is based
             pursuant to this Agreement.

     The severance pay and benefits provided for in this Section 6
     shall be in lieu of any other severance pay to which you may be
     entitled under any severance policy; employment agreement or
     other policy, plan or program with MXDY or any of its affiliates.
     Your entitlement to any compensation or benefits other than as
     provided herein shall be determined in accordance with the
     employee benefit plans of MXDY as in effect from time to time and
     as may be modified.

     Any termination by MXDY for Cause, or by you for Good Reason,
     shall be communicated by a Notice of Termination to the other
     party hereto.  For purposes of this Agreement, a "Notice of
     Termination" means a written notice which (i) indicates the
     specific termination provision in this Agreement relied upon, and


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     (ii) to the extent applicable, sets forth in reasonable detail
     the facts and circumstances claimed to provide a basis for
     termination of your employment under the provision so indicated.
     The failure by you or MXDY to set forth in the Notice of
     Termination any fact or circumstance which contributes to a
     showing of Good Reason or Cause shall not waive any right of
     yours or MXDY, respectively, hereunder or preclude you or MXDY,
     respectively, from asserting such fact or circumstance in
     enforcing yours or MXDY rights hereunder.

  7. Employment At-Will.  At the end of the three year term of this
     Agreement, you will be employed on an at-will basis, such that
     you may terminate your employment at any time and MXDY may
     terminate your employment at any time for any reason.

  8. Confidentiality or Proprietary Information.  You agree, during or
     after the term of this employment for a period of 24 months, not
     to reveal confidential information, or trade secrets to any
     person, firm, corporation, or entity.  Should you reveal or
     threaten to reveal this information, the Company shall be
     entitled to an injunction restraining you from disclosing same,
     or from rendering any services to any entity to whom said
     information has been or is threatened to be disclosed.

  9. Reimbursement of Expenses.  You may incur reasonable expenses for
     furthering the Company's business, including expenses for
     entertainment, travel, and similar items.  The Company shall
     reimburse you for all business expenses after you present an
     itemized account of expenditures, pursuant to Company policy.

 10. Vacation.  You shall be entitled to a yearly vacation of 3
     weeks at full pay. Should you not take vacation time in a given
     year, the time shall roll-over to the following year until
     termination of employment with the Company.

 11. Disability.  If you cannot perform the duties because of
     illness or incapacity for a period of more than 2 weeks, the
     compensation otherwise due during said illness or incapacity will
     be reduced by 20 percent.  Your full compensation will be
     reinstated upon return to work.  However, if you are absent from
     work for any reason for a continuous period of over 3 months, the
     Company may terminate your employment, and the Company's
     obligations under this agreement will cease on that date.

 12. Death Benefit.  Should you die during the term of
     employment, the Company shall pay to your estate any compensation
     due for 3 months at the end of the month in which death occurred.

 13. Restriction on Post Employment.  For a period of 24 months
     after the end of employment, you shall not control, consult to or
     be employed by any business similar to that conducted by the
     company, either by soliciting any of its accounts or by operating
     within Employer's general trading area.

 14. Entire Agreement.   This Agreement sets forth the entire
     agreement of the parties with respect to your employment with
     MXDY and any of its affiliates and the termination thereof, and
     supercedes any and all agreements, oral or written, with respect
     thereto, and any offer letters or other employment  terms and
     conditions,  which are  hereby  superceded  and rendered null and
     void.

 15. Effective Date. The rights and obligations of the parties
     under this Agreement will be effective on the date of signing of
     this Agreement by both parties.

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 16. Governing Law.  The validity, interpretation, construction
     and performance of this Agreement shall in all respects be
     governed by the laws of Colorado, without reference to principles
     of conflict of law.

 17. Disclosure.  From and after the date of execution of this
     Agreement, you will not disclose this Agreement, or any of its
     contents, to any person, entity or corporation other than your
     spouse, immediate family, attorney, tax advisor or financial
     advisor. You may discuss this Agreement with Executive Officers
     in MXDY Human Resources or Legal departments.

 18. Taxes.  All payments and benefits hereunder shall be
     subject to all applicable taxes required to be withheld by MXDY
     pursuant to federal, state or local laws.

 19. Cooperation.  In the event of your termination, for
     whatever reason, you shall cooperate with MXDY and be reasonably
     available to MXDY with respect to continuing and/or future
     matters arising out of your employment or any other relationship
     with MXDY, whether such matters are business-related, legal or
     otherwise.  You shall be compensated for such services at hourly
     rates approximately proportionate to your weekly salary divided
     by forty plus expenses. Any testimony you give must be truthful
     and accurate.

 20. Non-Waiver of Rights.  The failure to enforce at any time
     the provisions of this Agreement or to require at any time
     performance by the other party of any of the provisions hereof
     shall in no way be construed to be a waiver of such provisions or
     to affect either the validity of this Agreement or any part
     hereof, or the right of either party to enforce each and every
     provision in accordance with its terms.

 21. Solicitation of Employees.  You agree that for the one (1)
     year period following your termination of employment with MXDY,
     you will not, either directly or indirectly, alone or in
     conjunction with another party, solicit, employ, or attempt to
     employ, any individual who on the date of termination is, or
     within one year prior thereto was, an employee of MXDY.

 22. Non-Assignment. You shall not assign all or any portion of
     this Agreement without the prior written consent of MXDY.

 23. Modification.  No provision of this Agreement may be
     modified, altered or amended except by an instrument in writing
     executed by the parties hereto.

 24. Full Settlement.  MXDY obligation to make the payments
     provided for in this Agreement and otherwise to perform its
     obligations hereunder shall not be affected by any set-off,
     counterclaim, recoupment, defense or other claim, right or action
     which MXDY may have against you. In no event shall you be
     obligated to seek other employment or take any other action by
     way of mitigation of the amounts payable to you under any of the
     provisions of this Agreement and such amounts shall not be
     reduced whether or not you obtain other employment.

 25. Confidential Information.  You shall hold in a fiduciary
     capacity for the benefit of MXDY all secret or confidential
     information, knowledge or data relating to MXDY, and its
     businesses, which shall have been obtained by you during your
     employment by MXDY (including Barrington Gap and any of its
     affiliates) and which shall not be or become public knowledge
     (other than by acts by you or representatives of you in violation
     of this Agreement). After termination of your employment, you
     shall not, without the prior written consent of MXDY or as may
     otherwise be required by law or legal process, communicate or
     divulge any such information, knowledge or data to anyone other


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     than MXDY and those designated by it.  In no event shall an
     asserted violation of the provisions of this Section 20
     constitute a basis for deferring or withholding any amounts
     otherwise payable to you under this Agreement.

 26. Arbitration.  By signing this Agreement, you agree that all
     claims or disputes covered by this Agreement or otherwise arising
     out of or relating to your employment during the term of the
     Agreement must be submitted to binding arbitration and that this
     arbitration will be the sole and exclusive remedy for resolving
     any such claim or dispute. This promise to resolve claims by
     arbitration is equally binding upon both you and MXDY.

     Any arbitration will be administered by the American Arbitration
     Association under its Commercial Arbitration Rules.  The
     arbitrator shall apply the Federal Rules of Evidence.  The
     arbitrator shall have jurisdiction to hear and rule on pre-
     hearing disputes and is authorized to hold pre-hearing
     conferences by telephone or in person, as the arbitrator deems
     necessary.

     The Company shall pay the costs of arbitration and each party
     shall bear its own expenses; provided that if you are the
     prevailing party in any such proceeding, the Company shall
     reimburse you for your reasonable costs and expenses, including
     attorney's fees, incurred in connection with such proceeding.


This Agreement is dated the 8th of October, 2002.


If you accept the terms of this Agreement, please sign below in the
space provided.


Maximum Dynamics, Inc.

By: /s/Eric R. Majors
  ---------------------
Name:  Eric R. Majors
Title: Chief Executive Officer


By:/s/Joshua N. Wolcott
  ----------------------
Name:  Joshua N. Wolcott
Executive Signature


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